Genesis Health Development Inc.

“The sole member of the organization is genesis health, inc. (doing business as brooks health system), a florida not-for-profit corporation.”

“The affairs of the organization are governed by a board of directors composed of no less than three and no more than twenty-five members, the exact number of directors to be specified in the bylaws of the organization. The directors are designated by the sole member of the organization. See the response to line 6 above.”

“The board of directors shall not, without prior approval of the sole member of the organization: - approve any annual or long-term capital and operational budgets or any changes therein exceeding five percent of the total original budget - approve any new, or any changes to existing long-term or master institutional plans of the organization - engage in, or enter into any agreement providing for, any transaction requiring a certificate of need - approve a plan of dissolution of the organization - agree to any contract or engage in any transaction where the amount involved exceeds $100,000 - approve a plan of merger or consolidation of the organization with another organization - organize or acquire, or authorize or approve the organization or acquisition of, any subsidiary or affiliate of the organization”

“The form 990 was prepared by an independent accounting firm with the guidance and assistance of management. The form was reviewed internally and then presented to the audit committee for review. The audit committee then prepared a summary that was presented to the board of directors along with the form 990 prior to filing.”

“Each year board members are required to complete a form that will disclose any relationships that may create a conflict of interest. The forms are reviewed by management and any concerns are referred to the board if necessary.”

“Genesis health uses an outside consultant for all officer, executive, and top management official compensation decisions. The compensation committee of the board of directors must approve any and all decisions regarding executive pay.”

“The organization's form 990 is available upon request. Additionally, recent filings of the form are available on guidestar.org.”

“The organization's governing documents, financial statements, and conflict of interest policy are made available to the public upon request.”

“The organization is a subsidiary of genesis health, inc., a 501(c)(3) organization. The board of directors of this organization fails to have a majority of independent board members per the definition provided by the irs. Please note, however, that the sole member organization has a majority independent board of directors, and through its membership provides governance oversight over the filing organization. Please see the responses to form 990, part vi, lines 6 through 7b for details on the sole member and its authority.”

“Officers of this organization receiving compensation from a related organization are compensated by brooks health system. The system provides managerial oversight to its subsidiaries, and officers in part vii shown as working two hours for the filing organization perform an average of 40 hours per week for brooks health system.”

“Amounts presented on line 3 and line 4 are an allocation of investment income based on investments held by the sole member.”

“The organization reports on its balance sheet an allocation of tax-exempt bond liabilities from a series 2007 issue reported in full on the schedule k of genesis health, inc., the organization's corporate parent and sole member. The organization also reports on its balance sheet an allocation of tax-exempt bond liabilities from a series 2010 issue reported in full on the schedule k of brooks home care advantage, a related organization.”

“Net change in value of swap valuation 34,534.”

“The process has not changed from the prior year.”